Financial Statements Banco BTG Pactual S.A.

Transcription

1 Financial Statements Banco BTG Pactual S.A. with independent auditor s review report.

2 Financial Statements Contents Independent auditors review report... 1 Balance sheets... 3 Statements of income... 5 Statements of changes in shareholders equity... 6 Statements of cash flows... 7 Statements of value added

3 São Paulo Corporate Towers Av. Presidente Juscelino Kubitschek, Vila Nova Conceição São Paulo SP - Brasil Tel: ey.com.br A free translation from Portuguese into English of the independent auditor s review report on interim financial statement prepared in accordance with the accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank of Brazil. Independent auditor review report To the Shareholders and Management of Banco BTG Pactual S.A. Introduction We have reviewed the interim financial information of Banco BTG Pactual S.A. ( Bank ), contained in the Quarterly Information Form (ITR) for the quarter ended which comprise the balance sheet as of and the related statements of income, changes in shareholders equity and cash flows for the three-month period then ended, and a summary of significant accounting practices and other explanatory notes. Management is responsible for the preparation and fair presentation of these interim financial statements in accordance with accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank of Brazil, as well as for presenting this information with the standards issued by the Brazilian Securities Commission - CVM, applicable to the preparation of the Quarterly Information - ITR. Our responsibility is to express a conclusion on these interim financial statement based on our review. Scope of review We conducted our review in accordance with Brazilian and International Standards on Review Engagements (NBC TR Revisão de Informações Intermediárias Executada pelo Auditor da Entidade and ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the interim financial information included in the Quarterly Information - ITR referred to above, have not been prepared, in all material respects, in accordance with the accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank of Brazil and presented in accordance with the standards issued by the Brazilian Securities Commission CVM, applicable to the preparation of Quarterly Information ITR. 1

4 Emphasis of matter Foreign subsidiary equity pickup As mentioned on the interim financial statements footnote n 13, the Bank holds investments on EFG International ( EFG ), but has no timely access on the financial information of this subsidiary before its financial statements are released. Therefore, the equity pickup is recognized in a period longer than allowed by the rules from the Central Bank of Brazil, as well as any adjustment recorded by EFG will only be considered in a later period by the Bank. Our conclusion is not qualified in respect of this matter. Tax credits recorded in jointly controlled subsidiary At, the jointly controlled subsidiary Banco PAN S.A. records income tax and social contribution credits totaling R$ 3.1 billion, substantially recognized based on study of the current and future scenarios approved by the Board of Directors. The key assumptions used in such study were macroeconomic indicators disclosed in the market. Realization of such tax credits depends on materialization of such projections and of the business plan, as approved by the management bodies of Banco PAN S.A. Our conclusion is not qualified in respect of this matter. Other matters Statement of value added We have also reviewed the statement of value added, for the nine-month period ended at, prepared under the responsibility of Bank s management, which interim financial information presentation mentioned above is required by in accordance with the standards issued by the Brazilian Securities Commission CVM, applicable to the preparation of Quarterly Information ITR and as supplementary information under the accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank of Brazil. This statement has been subject to the same review procedures previously described, and based on our review nothing has come to our attention that causes us to believe that the statement of value added is not fairly presented, in all material respects, in relation to the overall interim financial information. São Paulo, May 2, ERNST & YOUNG Auditores Independentes S.S. CRC-2SP034519/O-6 Flávio Serpejante Peppe Contador CRC-1SP172167/O-6 2

5 A free translation from Portuguese into English of the financial statements prepared in accordance with accounting practices adopted in Brazil applicable to institutions authorized to operate by the Central Bank of Brazil and in Reais BANCO BTG PACTUAL S.A. Balance sheets As at March, 31, 2018 and December 31, 2017 (In thousands of reais) Note Assets Current assets 99,868, ,473,672 Cash at banks 6 1,512,651 3,674,112 Interbank investments 7 37,306,397 27,136,910 Open market investments 36,095,167 25,834,469 Interbank deposits 1,211,230 1,302,441 Securities and derivative financial instruments 38,173,282 37,214,764 Own portfolio 8 19,411,795 16,294,353 Subject to repurchase agreements 8 1,172,893 3,011,543 Subject to unrestricted repurchase agreements 8 312, ,227 Derivative financial instruments 9 16,536,615 17,112,693 Subject to guarantees 8 739, ,948 Interbank transactions 967,778 1,472,947 Deposits in the Central Bank of Brazil 966,755 1,472,947 Restricted credits National Housing System 1,023 - Loans 10 6,299,177 4,526,820 Loans 6,691,651 4,650,605 Transferred loans with coobligation 99, ,572 Allowance for loan losses (491,923) (438,357) Other receivables 15,586,692 27,426,943 Credits by honored endorsements and sureties 434, ,349 Foreign exchange portfolio 11 9,864,595 11,906,964 Income receivable 12 1,691,302 2,084,475 Securities trading and brokerage 11 3,044,259 2,614,973 Sundry ,871 10,723,864 Allowance for losses on other receivables (198,973) (7,682) Other assets 22,389 21,176 Other assets 2,969 2,852 Prepaid expenses 19,420 18,324 Long-term-assets 41,840,727 42,364,661 Interbank investments 7 5,052,918 5,430,633 Open market investments 5,052,918 5,430,633 Securities and derivative financial instruments 24,127,987 22,102,904 Own portfolio 8 896, ,103 Subject to repurchase agreements 8 778, ,234 Derivative financial instruments 9 22,410,574 20,457,782 Subject to guarantees 8 42,611 44,785 Interbank transactions 196, ,263 Restricted credits National Housing System 196, ,263 Loans 10 6,790,316 7,924,516 Loans 7,061,058 8,053,861 Transferred loans with coobligation 28, ,955 Allowance for loan losses (299,520) (248,300) Other receivables 5,652,041 6,626,629 Sundry 12 5,680,715 6,736,927 Allowance for losses on other receivables (28,674) (110,298) Other assets 21,189 72,716 Temporary investments - 52,149 Other assets 72,635 72,635 Prepaid expenses 10,116 9,494 Provision for losses on other assets (61,562) (61,562) Permanent assets 11,685,485 11,300,638 Investments 11,587,321 11,195,904 Investments in subsidiaries, associates and jointly controlled entities - in Brazil 13 9,307,926 8,612,903 Investments in subsidiaries, associates and jointly controlled entities - abroad 13 2,278,030 2,581,636 Other investments 4,232 4,232 Allowance for losses in investments (2,867) (2,867) Property and equipment in use 35,123 37,029 Other property and equipment in use 148, ,044 Accumulated depreciation (113,766) (111,015) Intangible assets 14 63,041 67,705 Other intangible assets 209, ,066 Accumulated amortization (146,437) (141,361) Total assets 153,394, ,138,971 The accompanying notes are an integral part of the financial statements. 3

6 Balance sheets As at March, 31, 2018 and December 31, 2017 (In thousands of reais) Note Liabilities Current liabilities 78,525,560 83,476,721 Deposits 15 17,741,439 15,860,404 Demand deposits 159, ,111 Interbank deposits - with associates, jointly controlled ans subsidiaries 340,663 3,275,614 Interbank deposits 140, ,411 Time deposits 17,100,859 12,360,268 Open market funding 15 14,546,192 23,367,115 Own portfolio 836,120 3,612,836 Third-party portfolio 6,935,655 14,983,540 Unrestricted portfolio 6,774,417 4,770,739 Funds from securities issued and accepted 15 2,578,146 2,671,463 Real estate, mortgage, credit and similar notes 2,382,649 2,522,418 Securities issued abroad 101,251 72,776 Certificate of structured transactions 94,246 76,269 Interbank transactions 6,422 5,388 Unsettled receipts and payments 6,422 5,388 Interdependencies transactions 223,208 24,356 Unsettled third party assets 223,208 24,356 Loans and borrowings 15 2,519,299 1,277,317 Loans abroad 1,540,113 1,231,495 Borrowings in Brazil official institutions 979,186 45,822 Derivative financial instruments 9 26,703,322 23,186,480 Derivative financial instruments 26,703,322 23,186,480 Other liabilities 14,207,532 17,084,198 Collection and payments of tax and similar charges 6,982 7,812 Foreign exchange portfolio 11 9,390,544 11,620,375 Social and statutory , ,975 Tax and social security 16 67,816 2,063,321 Securities trading and brokerage 11 2,847,829 1,926,149 Subordinated debt 15 1,594, ,775 Sundry , ,791 Long-term liabilities 56,146,773 53,110,879 Deposits , ,223 Interbank deposits 103,036 25,732 Time deposits 510, ,491 Open market funding 15 20,938,360 11,051,161 Own portfolio 1,202, ,004 Third-party portfolio 19,059,719 9,266,150 Unrestricted portfolio 676,601 1,282,007 Funds from securities issued and accepted 15 6,972,002 6,990,911 Real estate, mortgage, credit and similar notes 3,749,076 3,810,036 Securities issued abroad 3,222,926 3,180,875 Loans and onlending 15 2,575,657 3,346,351 Loans abroad 833, ,623 Onlending in Brazil official institutions 1,742,633 2,657,728 Derivative financial instruments 9 14,677,116 18,272,610 Derivative financial instruments 14,677,116 18,272,610 Other liabilities 10,370,047 12,645,623 Tax and social security 16 29,176 10,270 Subordinated debt 15 4,786,909 5,965,008 Debt instrument eligible to equity 15 3,007,615 3,043,309 Sundry 16 2,546,347 3,627,036 Deferred income 74,219 82,144 Shareholders equity 19 18,648,026 18,469,227 Capital stock - domiciled in Brazil 4,898,856 4,898,856 Capital stock - domiciled Abroad 2,493,236 2,493,236 Capital Reserve 652, ,515 Asset valuation adjustment 675, ,577 Income reserves 9,581,171 10,089,106 Treasury shares (130,946) (93,063) Retained earnings 477,904 - Total liabilities and shareholders equity 153,394, ,138,971 The accompanying notes are an integral part of the financial statements. 4

7 Statements of income Quarters ended March 31 (In thousands of reais, except for earnings per share) Note 31/03/ /03/2017 Financial income 1,676,765 2,970,894 Loans 215, ,931 Securities 476,068 1,105,837 Derivative financial instruments 794, ,463 Foreign exchange 175, ,030 Mandatory investments 15,431 53,633 Financial expenses (1,339,176) (1,788,306) Funding operations (1,121,153) (1,894,927) Borrowings (218,348) 123,301 Allowance for loan losses and other receivables (16,680) Net financial income 337,589 1,182,588 Other operating income (expenses) 184, ,922 Income from services rendered , ,193 Personnel expenses (74,651) (60,750) Other administrative expenses 23 (177,672) (136,519) Tax charges 24 (26,584) (85,312) Equity pick up in subsidiaries, associates and jointly controlled entities , ,764 Other operating income 21 61, ,280 Other operating expenses 22 (112,942) (159,734) Operating income 522,520 1,347,510 Non-operating income 25 - (28,821) Income / (loss) before taxation and profit sharing 522,520 1,318,689 Income tax and social contribution 18 15,972 (300,195) Provision for income tax Provision for social contribution - 2,952 Deferred income tax and social contribution 15,972 (303,764) Statutory profit sharing (60,941) (145,861) Net income for the quarter 477, ,633 Interest on equity 353 6,224 Weighted average numbers of share outstanding 2,681,601,772 2,778,465,411 Net income per share - R$ The accompanying notes are an integral part of the financial statements. 5

8 Statements of changes in shareholders equity Quarters ended March 31 (In thousands of reais, except for dividends and interest on equity per share) Note Capital Capital reserve Income reserves Special earnings reserve Legal Unrealized Statutory Total Asset valuation adjustment Treasury shares Retained earnings Total Balances as at December 31, ,220, ,515-1,078,199 3,236,533 5,516,059 9,830,791 39,756 (70,834) - 17,672,754 Own shares acquired 19b (104,054) - (104,054) Interest on equity received by on shares repurchase 19b ,224 6,224 Changes in fair value of associates and jointly controlled , ,350 Changes in fair value of assets available for sale (3,339) - - (3,339) Exchange variation of investments (162,202) - - (162,202) Interest on equity (R$0.26 per share) , (332,000) Net income for the quarter , ,633 Balances as at March 31, ,220, , ,000 1,078,199 3,236,533 5,184,059 9,830,791 (124,435) (174,888) 878,857 18,283,366 Balances as at December 31, ,392, ,515-1,181,507 2,803,826 6,103,773 10,089, ,577 (93,063) - 18,469,227 Own shares acquired 19b (37,883) - (37,883) Interest on equity received by on shares repurchase Changes in fair value of assets available for sale (84,808) - - (84,808) Changes in fair value of associates and jointly controlled , ,580 Exchange variation of investments , ,941 Intermediate interest on equity (R$0.11 per share) , (300,000) Changes in accounting practices of associates (507,935) (507,935) (507,935) Net income for the quarter , ,551 Balances as at 7,392, , ,000 1,181,507 2,803,826 5,295,838 9,581, ,290 (130,946) 477,904 18,648,026 The accompanying notes are an integral part of the financial statements. 6

9 Statements of cash flows Quarters ended March 31 (In thousands of reais) Note Operating activities Net income for the quarter 477, ,633 Adjustments to net income (96,284) 474,162 Equity pick up in subsidiaries, associates and jointly controlled entities 13 (361,092) (290,280) Interest expense with subordinated debt and debt instrument eligible to equity 263, ,202 Permanent assets exchange variation (15) 22 Goodwill amortization 9,550 21,516 Deferred income tax and social contribution 18 (15,972) 303,764 Depreciation and amortization 23 7,785 8,938 Adjusted net income for the quarter 381,267 1,346,795 Operational activities Short-term interbank investments (905,660) 1,431,015 Securities and derivative financial instruments (3,147,061) (1,483,576) Loans (638,158) (663,950) Other receivables and other assets 12,881,125 1,628,080 Interbank transactions 517, ,912 Interdependencies transactions 198,852 (45,956) Other liabilities (4,532,121) 896,188 Deferred income (7,925) (4,811) Deposits 1,690,403 1,490,538 Open market funding 1,066,277 4,182,827 Loans and borrowings 471, ,594 Cash (used in) / provided by operating activities 7,975,477 9,256,656 Investing activities Acquisition / (sale) of investments and capital increase 13 (322,124) 633,887 Sale of property and equipment in use (890) 3,990 Acquisition of property and equipment in use 8,017 (73) Acquisition of intagible assets 14 (360) (32,849) Sale of intagible assets 14-24,709 Dividends and interest on equity received 13 97,867 - Cash provided by investing activities (217,490) 629,664 Financing activities Acquisition of treasury shares (37,883) (104,054) Funds from securities issued and accepted (112,226) (1,344,635) Subordinated debt and debt instrument eligible to equity (274,605) (616,930) Interest on equity 19 (608,622) (883,776) Cash (used in) financing activities (1,033,336) (2,949,395) Increase in cash and cash equivalents 27 6,724,651 6,936,925 Balance of cash and cash equivalents At the beginning of the quarter 22,446,290 13,251,905 At the end of the quarter 29,170,941 20,188,830 Increase in cash and cash equivalents 6,724,651 6,936,925 Noncash transactions 76, ,214 Dividends / interest on equity receivable 13-73,954 Acquisition / sale of investments ,499 41,599 Changes in fair value of assets available for sale (84,808) (3,339) The accompanying notes are an integral part of the financial statements. 7

10 Statements of value added Quarters ended March 31 (In thousands of reais) Note 31/03/ /03/2017 Income 1,840,102 3,223,645 Financial income 1,676,765 2,970,894 Services rendered , ,193 Other - 29,558 Expenses (1,390,218) (1,882,120) Financial brokerage (1,339,501) (1,771,626) Allowance for loan losses and other receivables (16,680) Other (51,042) (93,814) Inputs acquired from third parties (159,368) (126,513) Materials, energy and other (1,868) (1,397) Outsourced services (157,500) (125,116) Gross value added 290,516 1,215,012 Depreciation and amortization 23 (7,785) (8,938) Net value added produced by the entity 282,731 1,206,074 Value added received through transfer 351, ,764 Equity pick up in subsidiaries, associates and jointly controlled entities , ,764 Value added to be distributed 634,273 1,474,838 Distribution of value added 634,273 1,474,838 Personnel 135, ,611 Direct compensation 112, ,006 Benefits 20,128 14,948 FGTS government severance pay fund 3,158 2,657 Taxes, fees and contributions 10, ,506 Federal 4, ,120 Municipal 6,045 9,386 Remuneration of third party capital 10,517 10,088 Rent 10,517 10,088 Remuneration of shareholders 477, ,633 Retained earnings 477, ,857 Interest on equity (353) (6,224) The accompanying notes are an integral part of the financial statements. 8

11 1. Operations Banco BTG Pactual S.A. ( Bank or BTG Pactual ) is incorporated as a multiple Bank, operating jointly with its subsidiaries ( the Group ), offering financial products and services relating to commercial, including exchange, and investment portfolios, credit, financing and investment, leasing and real estate loans. Transactions are conducted by a group of institutions fully participating in the financial market, and may be intermediated by other institutions from the BTG Pactual Group. The Bank have units listed on B3 S.A. in São Paulo. Each unit issued, corresponds to 1 common share and 2 preferred shares, class A, of Bank. New unit programs On February 14, 2017 the Board of Directors approved two new unit programs, whose units will be traded on the B3 S.A., representing exclusively the securities of each of the Companies: (i) units to be traded under the "BPAC11" ticker symbol, comprised of one common share and two class A preferred shares issued by the Bank, and (ii) units to be traded under the PPLA11 ticker symbol, comprised of one Brazilian depositary receipt ("BDR") representing one class A share and one BDR representing two class B shares issued by PPLA Participations Ltd (previously named BTG Pactual Participations Ltd). In August 2017, considering a notice from B3 S.A. regarding the the trading price of PPLA11 units approaching R$1.00 per unit, the Companies analyzed potential structure to meet the requirements of the applicable regulation. The Boards of Directors of the Companies approved BBTG11 unit holders to receive units from the segregated trading structure of each of the Companies, BPAC11 for Bank investors and PPLA 11 for BTGP investors. From the beginning of the trading session on August 21, 2017 to the end of the trading session on August 18, 2017, each holder of the BPAC 11 units automatically received one BPAC11 unit and one PPLA 11 unit for each BBTG11 unit, without any other significant changes. 2. Corporate restructuring and acquisitions Corporate reorganizations On October 27, 2017, the Bank approved the merger of Thor Comercializadora de Energia S.A., a company whose main activity is the sale of energy, and BTG Pactual Serviços Energéticos Ltda, a company that provides financial administrative services involving the sale of energy. The merger was concluded on March 29,

12 On January 2017, the shareholders of BTG Pactual approved without qualification, the merger of BTG Pactual Comercializadora de Energia Ltda by the Bank. On May 31, 2017, the BTG Comercializadora Ltda was merged by BTG Pactual. During the year ended December 31, 2017, as part of the commodity trading activities separation process, Engelhart CTP acquired 10.62% of its own shares held by the Bank. The total consideration paid was US$251 million and the price was equivalent to Engelhart CTP s net asset accounting value. On the Group has a stake equivalent to 19.52% of Engelhart CTP (December 31, ,44%). During the quarter ended on, Engelhart CTP did not acquire its own shares held by the Bank. Acquisitions and disposals After the issuance of EFG International ("EFG") financial statements for the year ended December 31, 2017, on February 27, 2018, BTG Pactual became aware of EFG decision to change its accounting practices to reflect certain adjustments in its accounting practices with prospective adoption effects. Due to these changes, the EFG recognized a reduction in its shareholders 'equity corresponding to CHF493.9 million, which consequently caused a negative effect on BTG Pactual shareholders' equity in the amount of R$508.7 million as a reduction of the Statutory Reserve. On March 15, 2017, BTG Pactual received a notification from EFG claiming purchase price adjustments under the documents for the sale of BSI, of approximately CHF278 million in favor of EFG International ( EFG ). After careful review of such proposed adjustments and based on available information as at this date, BTG Pactual, after taking into consideration the input from its advisers, concluded the appropriate adjustment on a riskadjusted basis could be CHF95.7 million in favor of BTG Pactual. On July 17, 2017, after negotiation with EFG, the Bank has agreed to return CHF 89 million of the amount previously paid by EFG. The resolution of this matter includes the CHF 95 million fine previously imposed by FINMA on BSI. On November 2017, Banco Pan S.A. approved a capital increase in the amount of R$400 million. CaixaPar assigned to Banco its rights to subscribe the capital increase and has entered into call/put options over 50% of the capital increase. The Shareholders Agreement of Banco Pan S.A. will not be modified hence CaixaPar and BTG Pactual remain as co-controllers of Banco Pan S.A.. The capital increase was concluded on February 7, On October 31, 2017, BW Properties S.A., through its subsidiary BW1 Morumbi Empreendimento Imobiliário Ltda., concluded the sale of the remaining portion of the WT Morumbi project for a total amount of R$ million. On October 5, 2017, the Bank acquired Novaportfólio, a company that holds certain NPL assets of Banco BVA S.A. in connection with its extrajudicial liquidation, for a consideration of R$211 million. 10

13 3. Presentation of the financial statements The Bank s financial statements were prepared in accordance with accounting practices adopted in Brazil, applicable to the institutions authorized to operate by the Central Bank of Brazil (BACEN), in accordance with the standards and instructions of the Conselho Monetário Nacional (CMN), BACEN and Securities and Exchange Commission (CVM), when applicable. The preparation of the financial statements in accordance with the accounting practices adopted in Brazil, applicable to the institutions authorized to operate by BACEN requires management to use its judgment to determine and register accounting estimates. Assets and liabilities subject to these estimates and assumptions primarily relate to deferred income tax assets and liabilities, to the allowance for loan losses and other receivables, the provision for taxes and contributions with uncertain tax position, the provision for contingent liabilities and fair value measurement on financial instruments. The settlement of transactions involving these estimates may result in amounts that differ from those estimated due to inherent uncertainties to its determination. The Bank periodically reviews these estimates and assumptions. The financial statements were approved by Bank s Management on May 2, 2018, and they contain a true and fair view of the development and results of the Bank. Management evaluated the Bank and its subsidiaries capacity to continue operating as usual and has concluded that the Bank and its subsidiaries have funds to continue their operations in the future. Additionally, Management is not aware of any material uncertainty that may create significant doubts on its ability to continue operating. Therefore, the financial statements were prepared based on this principle. Functional currency The items amounts included in the Bank s financial statements are measured using the currency of the main economic environment in which the Bank operates (functional currency). The financial statements are presented in reais (R$), which is the Bank s functional currency. The assets and liabilities of subsidiaries with a functional currency other than Brazilian Real are translated as follows: (i) assets and liabilities are translated using the closing rate at the balance sheet date. (ii) Income and expenses are translated using monthly average exchange rates, and (iii) Investments in subsidiaries abroad are recognized as follows: for those with functional currency equal to Real; Income for the period: for those with functional currency equal to Real: a) Income for the period; portion related to the subsidiary s effective income; and b) stockholders equity: portion related to foreign exchange adjustments arising from the translation process, net of tax effects. The effects of foreign exchange variations on investments abroad are distributed in the fair value adjustments in the shareholders equity. 4. Significant accounting practices The signicant accounting practices adopted by the Bank are the following: 11

14 a. Cash and cash equivalents For the purposes of statements of cash flows, cash and cash equivalents include, pursuant to CMN Resolution 3604/08, cash, bank deposits and highly-liquid short-term investments with original maturities up to 90 days, subject to an insignificant risk of change in value. b. Short-term interbank investments, remunerated deposits at the Central Bank of Brazil, time and interbank deposits, open market funding, funds from securities issued and accepted, loans and borrowings, subordinated debts and other asset and liability transactions The transactions with clauses of adjustment for inflation/exchange rate adjustment and transactions with fixed interest rates are recorded at present value, net of transaction costs, calculated on a amortized basis, based on the effective rate of the transactions. c. Securities Measured and classified in accordance with the criteria established by BACEN Circular Letter 3068, under the following categories: i. Trading securities Acquired with the purpose of being actively and frequently traded. Trading securities are initially recognized at cost plus income earned, and adjustments to fair value and accounted for in statements of income. ii. Available for sale securities These are securities that are neither classified as trading securities nor as held-to-maturity securities. They are stated at cost, with interest recorded in profit or loss, and subsequently adjusted to fair value, with a corresponding entry to a separate account under shareholders equity, net of tax effects, which will only be recorded in statements of income the effective realization. iii. Held to maturity securities These are securities that the Bank has intention and ability to hold to maturity. They are stated at cost, with interest recorded on profit or loss. Decreases in the fair value of available for sale and held to maturity securities below their respective restated costs, related to non-temporary reasons, are recorded in statements of income as realized losses. According to BACEN Circular Letter 3068/01, trading securities are recorded in the balance sheet, in current assets, regardless of their maturity. 12

15 d. Derivative financial instruments These are classified according to Management s intention, on the transaction date, considering whether such transactions will be conducted to hedge against risk or not. The transactions using financial instruments performed on their own, or that does not comply with hedge criteria (mainly derivatives used to manage the global risk exposure), are accounted for at fair value, with gains and losses, realized or unrealized, recognized directly statements of income for the period. Derivative financial instruments used to mitigate the risks arising from exposures to changes in the fair value of financial assets and financial liabilities and that are highly correlated in relation to changes in their fair value in relation to the fair value of the hedged item, both in the beginning and throughout the agreement, and deemed as effective in the reduction of risk associated to the exposure to be hedged, are deemed as hedge and are classified according to their nature: Market risk hedge: financial instruments included in this category, as well as their related hedged financial assets and liabilities, are measured at fair value, and their realized or unrealized related gains or losses are recorded in income (loss) for the period; Cash flow hedge: the instruments classified in this category are measured at fair value, and the effective portion of the appreciation or depreciation are recorded in a separate account under shareholders equity, net of tax effects. The non-effective portion of the respective hedge is directly recorded in income (loss) for the period. Net Investment Hedge of Foreign Operations - accounted for similarly to cash flow hedge, i.e. the portion of gains or losses on a hedging instrument that is determined to be an effective hedge is recognized in stockholders equity, and reclassified to income for the period in the event of the disposal of the foreign operation. The ineffective portion is recognized in the statements of income for the period. e. Fair value of securities, derivative financial instruments and other rights and obligations The fair value of securities, derivative financial instruments and other rights and obligations, whenever applicable, is calculated based on market price, price evaluation models, or based on the price determined for other financial instruments with similar characteristics. Therefore, at the time of financial settlement of these transactions, results may differ from the estimates. The daily adjustments of transactions performed in the futures market are recorded as effective income and expense when generated or incurred. The premium paid or received upon performance of transactions in the stock option market, other financial assets and commodities are recorded in the respective assets accounts for amounts paid or received, adjusted at market price against their results. The transactions performed in the forward market of financial assets and commodities are registered by the final agreed value, deducted from the difference between this amount and the price of the good or right adjusted at market prices, at the adequate assets or liabilities account. The income and expenses are recorded according to the maturity of their agreements. 13

16 Assets and liabilities resulting from swap and currency forward transactions of non-deliverable forward agreements (NDF) are recognized in assets and liabilities at their carrying amount, adjusted at fair value, with a corresponding entry to statements of income. The notional amount of the agreements is recorded in memorandum accounts. f. Financial instruments net presentation Financial assets and liabilities are presented as net in the balance sheet if, and only if, there is a current and enforceable legal right to offset the amounts recorded and if there is an intention to simultaneously realize the asset and settle the liability. g. Sale or transfer of financial assets with substantial retention of risks and benefits Financial assets remain on the transferor s balance sheet when the transferor sells or transfers a financial asset and retains all or substantially all of the risks and benefits of the asset. In such case, a financial liability is recognized for the consideration received for such asset. h. Loans and other receivables (transactions with loan characteristics) Recorded at present value, then amortized based on the index variation and on the agreed interest rate, updated up to 59 th day of default, provided the expected receipt. As from the 60 th day, the recognition in income occurs at the time of the effective receipts of installments. Renegotiated transactions are maintained at least in the same level in which they were classified before the renegotiation and, if they had already been written off, they are fully provisioned and gains are recorded in the results when actually received. i. Allowance for loan losses Recognized based on an analysis of potential losses at an amount deemed as sufficient to cover probable losses, pursuant to CMN Resolution 2682, among which: Allowances are recorded for loans, based on the classification of the client s risk, based on the periodic analysis of client quality and of activity industries and not only upon default. Considering exclusively the default, Loans in default are written off against the allowance after the losses are carried after 360 days from the credit due date or after 540 days, for transactions with maturity over 36 months. The allowance for loan losses and other receivables is estimated based on the analysis of transactions and specific risks presented in each portfolio, in accordance with the criteria established by CMN Resolution 2682/99. 14

17 j. Investments Jointly controlled and associates are accounted for under the equity method. Other investments in other noncurrent assets are stated at cost, less allowance for losses, when applicable. k. Foreign currency translation See note 3. l. Goodwill or negative goodwill Goodwill and negative goodwill are calculated based on the difference between the acquisition amount paid and the net carrying amount of the net assets acquired. Goodwill and negative goodwill, recorded according to the basis of expected future results of the acquired subsidiaries, is amortized according to cashflow projections underlying the transaction or, when the investment is written off, by disposal or impairment, before projections are achieved. Negative goodwill is recognized in investments for jointly controlled entities, and in deferred income to subsidiaries. m. Property and equipment in use and deferred charges These are stated at cost. Depreciation is calculated on a straight-line basis based on the economic useful lives of the assets. Deferred charges correspond mainly to leasehold improvements. Amortization is calculated using the straight-line basis over the estimated period of usage and/or disposal. n. Intangible assets Intangible assets include acquired rights to the underlying assets designated to the entities maintenance or used for such purpose, in accordance with CMN Resolution Comprised by (i) goodwill paid in acquisition transferred to intangible asset due to incorporation of acquirer s equity by the acquired, or consolidation of the company; (ii) for acquired rights of assets management contracts; and (iii) softwares and improvements in third part property. Amortization is calculated using the straight-line basis over the period in which the rights generate benefits. o. Impairment Whenever there is clear evidence that the assets are measured at an unrecoverable amount, a loss is recorded in the income or loss. This procedure is performed at least at the end of each fiscal year. Assets subject to impairment are deducted, when applicable, of the impairment losses that are calculated according to the bigger of value in use or fair value less costs to sell the assets. The main estimates used in determining the provision are: expectation of future cash flows, discount rates, illiquidity, among others. 15

18 p. Income tax and social contribution The provisions for income tax and social contribution are recorded based on accounting profits, adjusted by additions and deductions according to the tax legislation. Deferred income tax and social contribution are calculated on temporary differences, whenever the realization of these amounts is considered as probable, at the rate of 15% for income tax, plus a 10% surtax on the annual taxable income exceeding R$240, and 20% for social contribution. q. Contingent assets and liabilities, legal, tax and social security obligations Recognized according to the criteria described below: i. Contingent assets Contingent assets are not recognized in the financial statements, except when there is evidence ensuring their realization and when they are no longer subject to appeals. ii. Contingent liabilities Contingent liabilities are recognized in the financial statements when, based on the opinion of the legal counsel and management, the risk of loss in an legal or administrative proceeding is considered probable, and whenever the amounts involved can be measured reliably relevant. Contingent liabilities assessed by the legal advisors as possible losses are only disclosed in the notes to the financial statements, while those classified as remote losses do not require the recording of provisions nor disclosure. iii. Legal obligation tax and social security Legal liabilities refer to lawsuits challenging the legality or constitutionality of certain taxes and contributions. The amount under dispute is measured and recorded. r. Earnings per share Calculated based on the weighted average numbers of shares outstanding for the period. s. Revenue recognition Revenues and expenses are recorded on the accrual basis. 16

19 5. Risk management The Bank s committee/area structure allows for the inputs from the entire organization and ensures that the decisions are implemented effectively. The main committees/meetings involved in risk management activities are: (i) Management meeting, which approves policies, defines overall limits and is ultimately responsible for managing risks; (ii) Risk Management Committee which discusses policies, limits and risk monitoring; (iii) Capital and Risk Committee, composed by independent members to supervise risk management results and strategies; (iv) New Business Committee, which assesses the feasibility and supervises the implementation of proposals for new businesses and products; (v) Credit Risk area, which is responsible for approving new loans according to the guidelines set forth by our CRO; (vi) Market Risk area, which is responsible for monitoring market risk, including the use of our risk limits (Value at Risk - VaR), and approving exceptions, (vii) Operational Risk Area, which assesses the main operational risks for the internal policies and regulatory risks established; (viii) Compliance Committee, which is responsible for establishing policy rules and reporting potential problems related to money laundering; (ix) CFO, which is responsible for monitoring liquidity risk, including cash and cash equivalents and capital structure; (x) Audit Committee, which is responsible for independent verification of compliance with internal controls and assessment of maintenance of the accounting records. The Bank monitors and controls risk exposure through several and different supplemental internal systems, including credit, financial, operational, compliance, tax and legal systems. The Bank believes that the involvement of the Committees/areas (including their subcommittees) with management and continuous risk control promotes a strict risk control culture in the organization as a whole. The Bank s commissions comprise senior members of the business units and senior members of the control departments, which do not depend on the business areas. Further details on risk management can be found at in the Corporate Governance / Risk management section. a. Operating limits Reference Shareholders Equity 18,648,026 18,469,227 Tier I 13,662,743 14,773,238 Common Equity 10,678,516 11,752,635 Complementary equity 2,984,227 3,020,603 Tier II 2,294,593 2,369,416 Reference Shareholders' Equity (PR) - (a) 15,957,336 17,142,654 Required Reference Shareholders' Equity (PRE) 8,428,245 8,787,351 Total exposure risk-weighted - (b) 97,718,787 94,998,390 Credit risk 55,862,368 56,089,429 Operational risk 9,308,512 4,615,858 Market risk 32,547,907 34,293,103 Basel ratio - (a/b) 16.3% 18.0% Tier I capital 14.0% 15.5% Tier II capital 2.3% 2.5% Fixed assets ratio 60.3% 61.6% Fixed assets to equity capital ratio 7,969,853 8,562,702 Status for fixed assets to equity capital ratio 4,807,284 5,272,947 Amount of margin or insufficient 3,162,569 3,289,755 17

20 The resolutions 4.192/13 and 4.278/13 issued by the CMN regulates the requirements on Minimun Required Capital for Tier I and Additional Capital and Resolution 4.193/13 institute the Additional for the Main Capital. Credit risk was calculated based on the Circular BACEN 3.644/13, 3.652/13, 3.679/13 and 3.696/14, market risk based on Circulars 3.634, 3.635, 3.636, 3.637, 3.638, 3.639, e 3.645, 2013 and Circular-Letter 3.498/11, and operational risk based on Circulars 3.640/13 and 3.675/13. The Bank has chosen the basic indicator approach to measure operating risk. As at the quarter ended and December 31, 2017 the Bank was in compliance with all operating limits. b. Market risk VaR is the potential loss of value of the trading positions due to adverse movements in the market during a defined period within a specific level of confidence. Together with the Stress Test, VaR is used to measure the exposure of the Bank s positions at market risk. The Bank uses a historical simulation for calculation of VaR, applying real distributions and correlation amongst assets, not using Greek approximations and standard distributions. VaR may be measured in accordance with different periods, historical data and reliable levels. The accuracy of the market risk methodology is tested through daily back testing that compares the compliance between VaR estimates and gains and losses realized. The VaR presented below was calculated for a one-day period, at a confidence level of 95.0% and one-year historical data. Reliable level of 95.0% means that there is one within twenty changes that the day trade net income remains below estimated VaR. Therefore, insufficiencies arising from net income expected from trading in a single day exceeding the reported VaR would be expected to occur, on average, around once a month. Losses in a single day may exceed the VaR reported in material amounts. Losses may also occur more frequently or accrue during a longer period, such as the number of consecutive trading days. As it is backed up by historical data, VaR s accuracy is limited to its capacity to predict unprecedented market changes, as historical distributions in market risk factors may not produce accurate prognostics of future market risk. VaR methodologies and assumptions on different distributions may produce a materially different VaR. In addition, VaR calculated for a one-day period does not consider the market risk of positions that may not be settled or offset with hedges within the term of one day. As previously mentioned, the Bank uses stress test models as a complement to VaR method for its daily risk activities. The table below contains the Bank s daily average VaR for the quarter ended: In millions of R$ March 2018 December 2017 March 2017 Daily average VaR

21 c. Credit risk All of the Bank s and its subsidiaries counterparties are subject to strict credit risk analyses focusing mainly on an assessment of their paying ability, based on simulations of cash flows, debt leverage and schedule, asset quality, interest coverage and working capital. Qualitative aspects, such as strategic guidance, business sector, expert areas, efficiency, regulatory environment and market share, are regularly assessed and used to supplement the credit analysis process. The Bank s counterparties credit limits and its subsidiaries are established by the Credit Committee and are regularly reviewed. The measurement and monitoring of the total risk to which the Bank and its subsidiaries are exposed cover all the financial instruments that may generate counterparty risks, such as private bonds, derivatives, guarantees given, possible settlement risks among others. d. Liquidity risk The Bank and its subsidiaries manage liquidity risk by concentrating their portfolio in high-level credit and highly-liquid assets, using funds obtained from prime counterparties at competitive rates. The Bank and its subsidiaries maintain a solid capital structure and a level of leverage. Additionally, any mismatching between assets and liabilities is carefully monitored, considering the impact of extreme market conditions in order to assess their ability to realize assets or to reduce leverage. e. Operating risk In line with the BACEN guidelines and the Basel Committee concepts, an operating risk management policy applicable to the Bank and to its local and foreign subsidiaries was defined. The policy establishes a set of principles, procedures and tools that enable risk management to be permanently adjusted to the nature and complexity of products, services, activities, processes and systems. The Bank and its subsidiaries have a strong culture in managing operational risk, which takes into account the assessment, monitoring, simulation and validation of risks, based on consistent internal controls. The mechanisms for managing and controlling operational risks are continually improved with a view to comply with the requirements of regulatory agencies, rapidly adjusting to changes and anticipating future trends, among which the New Basel Capital Accord propositions are to be highlighted. 6. Cash at banks Cash refer basically to deposits abroad in prime banks. 19

22 7. Interbank investments Total Up to 90 days 90 to to 3 Over 3 days years years Total Open market investments 41,148,085 34,891,741 1,203,426 4,994,190 58,728 31,265,102 Own portfolio 8,831,356 6,435, ,328 1,720,957-2,030,139 Federal government bonds 8,429,589 6,033, ,328 1,720,957-1,978,842 Corporate bonds 401, , ,297 Third-party portfolio 25,899,927 23,274, ,287 2,351,507 13,350 24,054,958 Federal government bonds 25,837,466 23,212, ,287 2,351,507 13,350 23,906,303 Corporate bonds 62,461 62, ,655 Short position 6,416,802 5,181, , ,726 45,378 5,180,005 Federal government bonds 6,416,802 5,181, , ,726 45,378 5,180,005 Interbank investments 1,211,230 1,192,139 19, ,302,441 Interbank deposit certificates 339, ,695 19, ,155 Investments in foreign currency - overnight 871, , ,286 Total 42,359,315 36,083,880 1,222,517 4,994,190 58,728 32,567,543 As at March 31, 2019 the collateral received in repurchase agreements amounts to R$42,069,047 (December 31, R$31,955,378), whereas the collateral granted amounts to R$34,868,472 (December 31, 2017 R$34,415,417). 8. Securities a. Summary by type of portfolio The breakdown by type of instrument and contractual maturity of the portfolio are as follows: Cost Market Up to 90 days 90 to 365 days 1 to 3 years 3 to 5 years Over 5 years Market Own portfolio 20,643,168 20,308, , , , ,142 18,193,051 17,185,456 Federal government bonds 892, , ,768 42,573 41,478 78,702 3,978 98,092 Brazilian foreign debt securities 7,004 7, ,630 - Debentures/Eurobonds (i) 755, , , ,646 Certificate of real estate receivables 317, , , ,536 Investment fund quotes Multimarket 10,344,486 10,385,770-41, ,344,486 3,835,566 Shares 47,861 35, ,019 - FIDC - Credit rights 481, , , ,703 Equity investment fund 775, , ,554 4,251,668 Real estate 95,363 95, ,363 90,262 Shares 6,378,360 6,398, , ,151,662 6,748,082 Others 32,597 15, , ,618 Foreign private securities 332, ,311-8,294 34,253 14, , ,427 Foreign government bonds 183, , ,671 27,145 3,603 25,330 14, ,856 Unrestricted portfolio 308, ,650-3, ,928 7,856 31, ,227 Federal government bonds 308, ,650-3, ,928 7,856 31, ,227 Subject to repurchase agreements 2,007,030 1,951, ,140 1,005,513 15, ,880 3,720,777 Federal government bonds 573, , ,918 47,560 2, ,930 2,722,577 Brazilian foreign debt securities 187, , ,543 - Corporate bonds / Eurobonds (i) 842, , , ,001 Certificate of real estate receivables 28,934 25, , Foreign private securities 244, ,456-10,222 40,337 12, , ,327 Foreign government bonds 99, , ,873-31, ,872 Others 31,678 30, , Subject to guarantees 768, ,940-44, ,214 71, , ,733 Federal government bonds 377, ,270-44, ,404 71,678 24, ,399 20